Hoivatilat Plc / Aureit Holding Oy
Inside information
4 November 2019 at 8:01 a.m. EET
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY, IN OR INTO BELGIUM, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG
KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED
BY APPLICABLE LAW. FOR FURTHER INFORMATION, PLEASE SEE SECTION "IMPORTANT
INFORMATION" BELOW.
Aureit Holding Oy announces a recommended public cash tender offer for all
shares in Hoivatilat Plc
Aureit Holding Oy (the "Offeror"), a Finnish limited liability company wholly
owned by Belgian public limited liability company Aedifica SA/NV ("Aedifica"),
Aedifica and Hoivatilat Plc ("Hoivatilat") have on 4 November 2019 entered into
a combination agreement (the "Combination Agreement") pursuant to which the
Offeror will make a voluntary recommended public cash tender offer to purchase
all of the issued and outstanding shares in Hoivatilat that are not owned by
Hoivatilat or any of its subsidiaries (the "Tender Offer"). In the Tender
Offer, Hoivatilat's shareholders will be offered a cash consideration of EUR
14.75 for each share, valuing Hoivatilat's equity on the date of this stock
exchange release at approximately EUR 375 million. An additional 63,400 shares
will be issued to participants in Hoivatilat's existing long-term share-based
incentive plan during the offer period, increasing the equity value of the
Tender Offer to approximately EUR 376 million. The Board of Directors of
Hoivatilat has unanimously decided to recommend that the shareholders of
Hoivatilat accept the Tender Offer.
THE TENDER OFFER IN BRIEF
-- The consideration offered for each share in Hoivatilat validly tendered in
the Tender Offer is EUR 14.75 in cash (the "Offer Price").
-- The Offer Price represents a premium of approximately:
-- 16.1
% compared to the closing price of the Hoivatilat share on Nasdaq Helsinki
Ltd ("Nasdaq Helsinki") on 1 November 2019, the last trading day prior to
the announcement of the Tender Offer;
-- 25.7
% compared to the volume-weighted average trading price of the Hoivatilat
share on Nasdaq Helsinki during the three-month period preceding the date
of the announcement of the Tender Offer;
-- 33.2% compared to the volume-weighted average trading price of the
Hoivatilat share on Nasdaq Helsinki during the six-month period preceding
the date of the announcement of the Tender Offer
; and
-- 83.2% compared to the EPRA NAV based on the unaudited consolidated business
review of Hoivatilat for the nine-month period ended 30 September 2019.
-- The Board of Directors of Hoivatilat has unanimously decided to recommend
that the shareholders of Hoivatilat accept the Tender Offer.
-- The following major shareholders of Hoivatilat, 2Care Capital Ab, Timo
Pekkarinen and Kusinkapital Ab, have irrevocably undertaken to accept the
Tender Offer. The major shareholders represent in the aggregate
approximately
19.7%
of the outstanding shares and votes of Hoivatilat. In addition,
Hoivatilat's executive management have expressed that they view the Tender
Offer positively.
-- The completion of the Tender Offer is subject to certain customary
conditions to be fulfilled or waived by the Offeror on or by the date of
the Offeror's announcement of the final result of the Tender Offer,
including, among other things, the Offeror gaining control of more than 90%
of the outstanding shares and votes in Hoivatilat.
-- The Offeror has sufficient financing for the Tender Offer through access to
financing facilities of the Aedifica group, including a bridge facility
agreement containing customary conditions, including a
customary material adverse change clause regarding Aedifica and the
Aedifica group
. The completion of the Tender Offer is not conditional upon availability
of financing.
-- The Offeror will on or about 11 November 2019 publish a tender offer
document (the "Tender Offer Document") with detailed information about the
Tender Offer and information on how to accept the Tender Offer.
-- The offer period under the Tender Offer is expected to commence on or about
11 November 2019 and expire on or about 2 December 2019, unless the offer
period is extended in accordance with the terms and conditions of the
Tender Offer.
-- Should the Offeror obtain more than 90% of the total number of
outstanding shares in Hoivatilat and voting rights attached thereto
, the Offeror intends to initiate squeeze-out proceedings under the Finnish
Companies Act
(624/2006, as amended)
and thereafter cause Hoivatilat to apply for the delisting of its shares
from Nasdaq Helsinki as soon as permitted and reasonably practicable under
applicable laws and regulations.
-- Should Hoivatilat change the number of issued and outstanding shares as a
result of a new share issue (except the expected issuance of 63,400 shares
pursuant to Hoivatilat's existing long-term share-based incentive plan),
reclassification, share split (including a reverse split) or any other
similar transaction with dilutive effect, or should Hoivatilat distribute a
dividend or otherwise distribute funds or any other assets to its
shareholders, or if a record date with respect to any of the foregoing
shall occur prior to the completion of the Tender Offer, the Offer Price
shall be adjusted accordingly on a euro-for-euro basis on the gross value
declared or made, before the deduction of any withholding tax and/or any
other applicable taxes.
-- The Offeror, Aedifica and Hoivatilat have undertaken to comply with the
Helsinki Takeover Code published by the Securities Market Association.
On the date of this stock exchange release, Hoivatilat has 25,439,229 shares,
out of which 25,416,095 are outstanding shares, and neither the Offeror nor any
party acting in concert with it as referred to in Chapter 11, Section 5 of the
Finnish Securities Markets Act (746/2012, as amended) (the "SMA") holds any
shares or voting rights in Hoivatilat. The Offeror reserves the right to
acquire shares in Hoivatilat in public trading on Nasdaq Helsinki or otherwise
before, during and/or after the offer period (including any extension thereof
and any subsequent offer period) or otherwise outside the Tender Offer.
BACKGROUND AND REASONS FOR THE TENDER OFFER
Aedifica, incorporated in 2005, is a regulated real estate company under
Belgian law (Belgian REIT) specialised in European healthcare real estate.
Aedifica has developed a portfolio of more than 260 sites in Belgium, Germany,
the Netherlands and the United Kingdom with a total value of approximately EUR
2.3 billion. Aedifica has established itself in recent years as a reference in
the European listed real estate sector and has an ambition to further expand
its position in the coming years. Aedifica is stock-listed on the Brussels
Stock Exchange (regulated market of Euronext Brussels) under the trading code
"AED", and currently has a market capitalization of approximately EUR 2.6
billion.
The Offeror is a limited liability company incorporated under the laws of
Finland. The Offeror is a wholly-owned subsidiary of Aedifica. The Offeror has
been incorporated for the purpose of functioning as a holding company for
Aedifica's holding in Hoivatilat.
Hoivatilat, founded in 2008, specialises in producing, developing, owning and
leasing out day care centre and nursing home premises, service communities and,
recently, also schools. Hoivatilat has been working in cooperation with
approximately 60 Finnish municipalities and has launched a total of
approximately 200 property projects throughout Finland and, as of 2019, also in
Sweden. In 2018, Hoivatilat reported revenues of approximately EUR 17.2
million, an operating result of approximately EUR 7.7 million and the aggregate
value of Hoivatilat's property portfolio was approximately EUR 349 million.
Aedifica sees Hoivatilat as an attractive partner for entering into the
well-established Nordic healthcare market through an experienced company and
team and thus for expanding its business to care markets, for which the outlook
is highly supportive. Furthermore, the transaction will allow for the
combination of Aedifica's growth track record based on a buy-and-hold strategy
with Hoivatilat's growth track record based on a build-and-hold strategy and
will hence support the combined group's future growth in the Nordics.
The completion of the Tender Offer is not expected to have any immediate
material effects on Hoivatilat's operations, assets or location of offices, or
the position of its management or employees, or relations with its customers
and partners.
Commenting on the Tender Offer, Stefaan Gielens, CEO of Aedifica:
"Aedifica is pleased to announce the launch of a tender offer on all shares of
Hoivatilat Plc, a listed Finnish healthcare development and investment company.
Since our tender offer is recommended by Hoivatilat's Board of Directors and
viewed positively by executive management, we have full confidence in a
successful conclusion of this transaction. Hoivatilat is an attractive partner
to enter into the Nordic healthcare real estate market with a high-quality,
purpose-built portfolio, a large pipeline of projects and a very experienced
management team. Moreover, both companies share the same values and long-term
commitment. Given Aedifica's international growth track record and Hoivatilat's
proven build-and-hold strategy, this landmark transaction provides an excellent
platform for the combined group's future growth in the Nordics. This
transaction will further establish the Aedifica group as the European market
reference in listed healthcare real estate."
Commenting on the Tender Offer, Pertti Huuskonen, Chairman of the Board of
Directors of Hoivatilat:
"The Board of Directors of Hoivatilat has carefully assessed the Tender Offer
and arrived at the conclusion that the cash offer is attractive for the
shareholders. The Offer Price represents an 83.2 per cent premium to 30
September EPRA NAV per share and fairly reflects the future growth potential of
Hoivatilat's business model. Therefore, the Board has unanimously decided to
recommend that the shareholders accept the offer.
The change of ownership is a logical and very positive next step in
Hoivatilat's growth story. Aedifica is an ideal new owner for Hoivatilat,
because it has 15 years of experience in the industry and is already operating
in Belgium, Germany, Netherlands and the United Kingdom. The new owner brings
in strong financial resources and extensive European experience in care
housing, which will support Hoivatilat's future growth in Finland and Sweden.
Due to highly complementary competences, we see many benefits in this
transaction. I am delighted about Aedifica's strong responsibility values with
regard to community development, which has always also been important for
Hoivatilat."
Commenting on the Tender Offer, Jussi Karjula, CEO of Hoivatilat:
"I would like to thank all of our employees for participating in the creation
of our growth story and for developing Hoivatilat into a leading real estate
partner for municipalities and service providers. Aedifica's offer represents
an acknowledgment of our hard work and signals a strong confidence in our
business model and strategy. Aedifica shares our vision about the future and
Hoivatilat will continue operating as before with its current employees and
strategy of responsible ownership. The change in ownership will not impact our
existing customer agreements or partnerships.
Executive management views the Tender Offer positively and we are excited to
start the next chapter of our journey under the ownership of Aedifica. We
believe that the values that our companies share, creating better society and
new service models for an ageing and urbanising Europe, lays a strong
foundation for the future. We look forward to continue delivering on our growth
agenda, serving existing and new customers and further developing our concepts
in cooperation with our partners and with the support of Aedifica."
RECOMMENDATION BY THE BOARD OF DIRECTORS AND SUPPORT BY MAJOR SHAREHOLDERS
The Board of Directors of Hoivatilat has unanimously decided to recommend that
the shareholders of Hoivatilat accept the Tender Offer. The Board of Directors
will issue its complete statement on the Tender Offer in accordance with
Chapter 11, Section 13 of the Finnish Securities Markets Act before the
commencement of the Tender Offer. To support its assessment of the Tender
Offer, the Board of Directors of Hoivatilat has received a fairness opinion
from Hoivatilat's financial advisor Danske Bank A/S, Finland Branch to the
effect that the consideration to be offered to the shareholders is fair from a
financial point of view. The fairness opinion will be attached to the statement
of the Board of Directors of Hoivatilat.
The following major shareholders of Hoivatilat, 2Care Capital Ab, Timo
Pekkarinen and Kusinkapital Ab, have irrevocably undertaken to accept the
Tender Offer, except in the event that a third party announces a competing
offer for all issued and outstanding shares in Hoivatilat offering a
consideration per share of at least EUR 16.00 (or the same cash equivalent in
case of consideration other than cash) and fulfilling certain additional
conditions, provided that the Offeror has not increased the Offer Price to
match or exceed the consideration per Hoivatilat share under such competing
offer within a time frame set out in the irrevocable undertakings. The major
shareholders represent in the aggregate approximately 19.7% of the outstanding
shares and votes in Hoivatilat.
In addition, Hoivatilat's executive management have expressed that they view
the Tender Offer positively.
CONDITIONS TO COMPLETION
The obligation of the Offeror to complete the Tender Offer will be conditional
upon the satisfaction or, if permitted by applicable laws and regulations,
waiver by the Offeror of the following conditions (the "Offer Conditions") on
or prior to the date of the Offeror's announcement of the final result of the
Tender Offer:
1. the Tender Offer is validly accepted to such an extent that upon completion
of the purchases of shares pursuant to the Tender Offer, the Offeror would,
together with Aedifica and any entities controlled by Aedifica, hold more
than 90% of all issued and outstanding shares and votes in Hoivatilat
calculated in accordance with Chapter 18, Section 1 of the Finnish
Companies Act;
1. no court or regulatory or supervisory authority of competent jurisdiction
has given an order or commenced any regulatory actions preventing,
postponing or materially challenging the consummation of the Tender Offer;
1. no material adverse change has occurred after the announcement of the
Tender Offer;
1. the Offeror has not, after the announcement of the Tender Offer, (a)
received new information that results in or constitutes a material adverse
change, or (b) been informed that information it has previously received
from Hoivatilat or its subsidiaries is untrue or misleading, provided that
the foregoing results in or constitutes a material adverse change;
1. Hoivatilat has not failed to make public any information that should have
been made public by Hoivatilat under applicable laws and regulations,
provided that such failure to disclose results in or constitutes a material
adverse change;
1. the Board of Directors of Hoivatilat has, in
its statement
issued
pursuant to Chapter 11, Section 13 of the SMA,
decided to recommend that the shareholders of Hoivatilat accept the Tender
Offer and has not withdrawn or amended the recommendation (excluding any
technical modification or amendment of the recommendation required under
applicable laws or the Helsinki Takeover Code as a result of a competing
offer so long as the recommendation to accept the Tender Offer is upheld);
1. the irrevocable undertakings by each of the major shareholders to accept
the Tender Offer remain in full force and effect in accordance with their
terms and have not been withdrawn or amended in any material respect; and
1. the Combination Agreement has not been terminated by any of the parties and
it remains in full force and effect.
The Offeror shall only invoke any of the Offer Conditions so as to cause the
Tender Offer not to proceed, to lapse or to be withdrawn if the circumstances
which give rise to the right to invoke the relevant Offer Condition have a
significant meaning to the Offeror in view of the Tender Offer, as referred to
in the Regulations and Guidelines 9/2013 (as amended) issued by the Finnish
Financial Supervisory Authority and the Helsinki Takeover Code.
COMBINATION AGREEMENT
The Combination Agreement between the Offeror, Aedifica and Hoivatilat sets
forth the principal terms under which the Offeror will make the Tender Offer.
The Combination Agreement includes certain customary representations,
warranties and undertakings by each of the parties, including an undertaking by
Hoivatilat to continue to conduct its business in the ordinary course until the
completion of the Tender Offer, and cooperation by the parties in obtaining
necessary third-party consents and waivers. Aedifica has agreed to guarantee
all obligations of the Offeror under the Combination Agreement and the Tender
Offer.
The parties have agreed that the existing long-term share-based incentive plan
of Hoivatilat will be settled by issuing 63,400 shares in Hoivatilat to the
plan participants based on the first earning period of the incentive plan,
which will be capable of being tendered into the Tender Offer. If the Offeror
acquires more than 90% of the outstanding shares in Hoivatilat, the second
earning period of the incentive plan is intended to be replaced by a new
incentive plan on fair and equitable terms compared to the existing incentive
plan.
Should the Offeror obtain more than 90% of the outstanding shares and votes in
Hoivatilat, the Offeror intends to initiate statutory redemption proceedings
under the Finnish Companies Act in order to redeem the remaining shares and
thereafter cause Hoivatilat to apply for the delisting of its shares from
Nasdaq Helsinki as soon as permitted and reasonably practicable under
applicable laws and regulations.
Under the Combination Agreement, if the Board of Directors of Hoivatilat
decides, acting reasonably and in good faith and having received advice from
external legal counsel and financial advisor, that, due to materially changed
circumstances, the acceptance of the Tender Offer would no longer be in the
best interest of Hoivatilat and/or the shareholders of Hoivatilat, the Board of
Directors of Hoivatilat may, at any time prior to the completion of the Tender
Offer, withdraw, modify or amend its recommendation or take actions
contradictory to the recommendation. The Board of Directors may withdraw,
modify or amend its recommendation in accordance with the above only if, prior
to such withdrawal, modification or amendment, the Board of Directors of
Hoivatilat has complied with certain agreed procedures providing the Offeror
with a reasonable opportunity to negotiate with the Board of Directors of
Hoivatilat on such actions; and provided further that, if such action by the
Board of Directors of Hoivatilat is connected to a superior offer, the Board of
Directors of Hoivatilat has given the Offeror a reasonable opportunity to agree
with the Board of Directors of Hoivatilat on improving the Tender Offer
pursuant to the Combination Agreement.
Hoivatilat has undertaken not to, directly or indirectly, solicit, seek,
initiate, facilitate or encourage any indication of interest for any
transaction that would either constitute, or could reasonably be expected to
constitute, any transaction involving Hoivatilat or its subsidiaries that could
reasonably be considered to hinder the completion of the Tender Offer.
The Combination Agreement may be terminated and the transaction abandoned by
Hoivatilat or the Offeror and Aedifica under certain circumstances, including,
among other things, if a competent court or a governmental entity has given an
order preventing the consummation of the Tender Offer, or upon a material
breach of any of the parties' representations and warranties, covenants or
obligations under the Combination Agreement, and if such breach has not been
remedied (if capable of remedy) within a certain agreed time.
If the Combination Agreement is terminated in connection with the Board of
Directors of Hoivatilat withdrawing, modifying or amending its recommendation
for the Tender Offer, or approving or recommending, or publicly announcing a
neutral position to, a competing proposal, or Hoivatilat being in a material
breach of any of Hoivatilat's obligations under the Combination Agreement, and
if such breach has not been remedied (if capable of remedy) within a certain
agreed time, Hoivatilat has undertaken to reimburse to the Offeror any and all
of the Offeror's and Aedifica's documented out-of-pocket expenses incurred in
connection with the Combination Agreement and the Tender Offer up to the
maximum amount of EUR 2,500,000.
ADVISORS
Skandinaviska Enskilda Banken AB (publ) Helsinki Branch acts as financial
advisor to the Offeror and Aedifica and as arranger in connection with the
Tender Offer. Dittmar & Indrenius Attorneys Ltd. acts as legal advisor to the
Offeror and Aedifica in connection with the Tender Offer.
Danske Bank A/S, Finland Branch acts as financial advisor to Hoivatilat in
connection with the Tender Offer. Roschier, Attorneys Ltd. acts as legal
advisor to Hoivatilat in connection with the Tender Offer.
PRESS CONFERENCE
Aedifica and Hoivatilat will host a press conference in Helsinki for media and
analysts regarding the Tender Offer. The press conference will be held at 1:00
p.m. EET on 4 November 2019 in Hotel Kämp (conference room Jean Sibelius,
address: Pohjoisesplanadi 29, 00100 Helsinki, Finland).
Investor Relations contacts:
Stefaan Gielens
Aedifica, CEO
Tel. +32 2 626 07 72
Ingrid Daerden
Aedifica, CFO
Tel. +32 2 626 07 73
Charles-Antoine van Aelst
Aedifica, CIO
Tel. +32 2 626 07 74
Pertti Huuskonen
Hoivatilat, Chairman of the Board of Directors
Tel. +358 40 068 0816
Jussi Karjula
Hoivatilat, CEO
Tel. +358 40 773 4054
Riikka Säkkinen
Hoivatilat, HR and Communications Director
Tel. +358 40 524 2768
Media Enquiries:
Stefaan Gielens
Aedifica, CEO
Tel. +32 2 626 07 72
Ingrid Daerden
Aedifica, CFO
Tel. +32 2 626 07 73
Charles-Antoine van Aelst
Aedifica, CIO
Tel. +32 2 626 07 74
Riikka Säkkinen
Hoivatilat, HR and Communications Director
Tel. +358 40 524 2768
About Aedifica
Aedifica, incorporated in 2005, is a regulated real estate company under
Belgian law (Belgian REIT) specialised in European healthcare real estate.
Aedifica has developed a portfolio of more than 260 sites in Belgium, Germany,
the Netherlands and the United Kingdom with a total value of approximately EUR
2.3 billion. Aedifica has established itself in recent years as a reference in
the European listed real estate sector and has an ambition to further expand
its position in the coming years. Aedifica is stock-listed on the Brussels
Stock Exchange (regulated market of Euronext Brussels) under the trading code
"AED", and currently has a market capitalization of approximately EUR 2.6
billion. For additional information, see www.aedifica.eu.
About Hoivatilat
Hoivatilat Plc specialises in producing, developing, owning and leasing out day
care centre and nursing home premises, service communities and schools.
Hoivatilat has been working in cooperation with approximately 60 Finnish
municipalities and has launched a total of approximately 200 property projects
throughout Finland and in Sweden. In 2018, Hoivatilat reported revenues of
approximately EUR 17.2 million, an operating result of approximately EUR 7.7
million and the aggregate value of Hoivatilat's property portfolio was
approximately EUR 349 million. Hoivatilat is listed on Nasdaq Helsinki under
the trading code "HOIVA". For additional information, see www.hoivatilat.fi
Additional Information
On the date of this announcement, Aedifica has published a press release
regarding the Tender Offer as required under applicable Belgian law, which is
attached to this announcement (in English) as Appendix 1.
IMPORTANT INFORMATION
THIS RELEASE MAY NOT BE RELEASED OR OTHERWISE DISTRIBUTED, IN WHOLE OR IN PART,
DIRECTLY OR INDIRECTLY, IN OR INTO, BELGIUM, CANADA, JAPAN, AUSTRALIA, SOUTH
AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER
WOULD BE PROHIBITED BY APPLICABLE LAW.
THIS RELEASE IS NOT A TENDER OFFER DOCUMENT AND AS SUCH DOES NOT CONSTITUTE AN
OFFER OR INVITATION TO MAKE A SALES OFFER. IN PARTICULAR, THIS RELEASE IS NOT
AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY ANY SECURITIES
DESCRIBED HEREIN, AND IS NOT AN EXTENSION OF THE TENDER OFFER, IN BELGIUM,
CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. INVESTORS SHALL ACCEPT THE
TENDER OFFER FOR THE SHARES ONLY ON THE BASIS OF THE INFORMATION PROVIDED IN A
TENDER OFFER DOCUMENT. OFFERS WILL NOT BE MADE DIRECTLY OR INDIRECTLY IN ANY
JURISDICTION WHERE EITHER AN OFFER OR PARTICIPATION THEREIN IS PROHIBITED BY
APPLICABLE LAW OR WHERE ANY TENDER OFFER DOCUMENT OR REGISTRATION OR OTHER
REQUIREMENTS WOULD APPLY IN ADDITION TO THOSE UNDERTAKEN IN FINLAND.
THE TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, AND SHARE(S) WILL
NOT BE ACCEPTED FOR PURCHASE FROM OR ON BEHALF OF ANY PERSONS, IN ANY
JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE THEREOF WOULD NOT BE IN
COMPLIANCE WITH THE SECURITIES LAWS OR OTHER LAWS OR REGULATIONS OF SUCH
JURISDICTION OR WOULD REQUIRE REGISTRATION, APPROVAL, OR FILING WITH ANY
REGULATORY AUTHORITY NOT EXPRESSLY CONTEMPLATED BY THE TENDER OFFER DOCUMENT
(WHEN PUBLISHED). THIS TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY,
AND, WHEN PUBLISHED, THE TENDER OFFER DOCUMENT AND RELATED ACCEPTANCE FORMS AND
ANY AND ALL OTHER MATERIALS RELATED THERETO WILL NOT AND MAY NOT BE
DISTRIBUTED, FORWARDED OR TRANSMITTED INTO OR FROM ANY JURISDICTION WHERE IT
WOULD BE PROHIBITED BY THE APPLICABLE LAWS AND REGULATIONS. IN PARTICULAR, THE
TENDER OFFER IS NOT BEING MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE
OF THE POSTAL SERVICE OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING,
WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEPHONE OR THE INTERNET) OF
INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITIES OF A NATIONAL SECURITIES
EXCHANGE OF, BELGIUM, CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG. THE
TENDER OFFER CANNOT BE ACCEPTED, DIRECTLY OR INDIRECTLY, BY ANY SUCH USE, MEANS
OR INSTRUMENTALITY OR FROM WITHIN, BELGIUM, CANADA, JAPAN, AUSTRALIA, SOUTH
AFRICA OR HONG KONG. ANY PURPORTED ACCEPTANCE OF THE TENDER OFFER DIRECTLY OR
INDIRECTLY VIOLATING THESE RESTRICTIONS WILL BE INVALID.
THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS RELATING TO THE
TENDER OFFER IS NOT BEING MADE AND HAVE NOT BEEN APPROVED BY AN AUTHORISED
PERSON FOR THE PURPOSES OF SECTION 21 OF THE UK FINANCIAL SERVICES AND MARKETS
ACT 2000 ("FSMA"). ACCORDINGLY, THIS STOCK EXCHANGE RELEASE OR ANY OTHER
DOCUMENT OR MATERIALS RELATING TO THE TENDER OFFER ARE NOT BEING DISTRIBUTED
TO, AND MUST NOT BE PASSED ON TO, THE GENERAL PUBLIC IN THE UNITED KINGDOM. THE
COMMUNICATION OF THIS STOCK EXCHANGE RELEASE OR ANY OTHER DOCUMENT OR MATERIALS
RELATING TO THE TENDER OFFER IS EXEMPT FROM THE RESTRICTION ON FINANCIAL
PROMOTIONS UNDER SECTION 21 OF THE FSMA ON THE BASIS THAT IT IS A COMMUNICATION
BY OR ON BEHALF OF A BODY CORPORATE WHICH RELATES TO A TRANSACTION TO ACQUIRE
DAY TO DAY CONTROL OF THE AFFAIRS OF A BODY CORPORATE; OR TO ACQUIRE 50 PER
CENT. OR MORE OF THE VOTING SHARES IN A BODY CORPORATE (SUCH PERCENTAGE
INCLUDING VOTING SHARES IN SUCH BODY CORPORATE ALREADY HELD BY THE BODY
CORPORATE ACQUIRING SUCH VOTING SHARES), WITHIN ARTICLE 62 OF THE FINANCIAL
SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005.
THIS STOCK EXCHANGE RELEASE HAS BEEN PREPARED IN COMPLIANCE WITH FINNISH LAW,
THE RULES OF NASDAQ HELSINKI AND THE HELSINKI TAKEOVER CODE AND THE INFORMATION
DISCLOSED MAY NOT BE THE SAME AS THAT WHICH WOULD HAVE BEEN DISCLOSED IF THIS
ANNOUNCEMENT HAD BEEN PREPARED IN ACCORDANCE WITH THE LAWS OF JURISDICTIONS
OUTSIDE OF FINLAND.
Notice to U.S. Shareholders
U.S. shareholders are advised that the Shares are not listed on a U.S.
securities exchange and that Hoivatilat is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934 (the
"Exchange Act") and is not required to, and does not, file any reports with the
U.S. Securities and Exchange Commission (the "SEC") thereunder. The Tender
Offer is made to Hoivatilat's shareholders resident in the United States on the
same terms and conditions as those on which it is made to all other
shareholders of Hoivatilat to whom an offer is made. Any information documents,
including the Tender Offer Document, are being disseminated to U.S.
shareholders on a basis comparable to the method that such documents are
provided to Hoivatilat's other shareholders.
The Tender Offer is made for the issued and outstanding shares in Hoivatilat,
which is domiciled in Finland. Information distributed in connection with the
Tender Offer is subject to the disclosure requirements of Finland, which are
different from those of the United States. In particular, the financial
statements and financial information to be included in the Tender Offer
Document have been prepared in accordance with applicable accounting standards
in Finland, which may not be comparable to the financial statements or
financial information of U.S. companies.
It may be difficult for Hoivatilat's shareholders to enforce their rights and
any claims they may have arising under the federal securities laws, since the
Offeror and Hoivatilat are located in non-U.S. jurisdictions, and all of their
respective officers and directors are residents of non-U.S. jurisdictions.
Hoivatilat's shareholders may not be able to sue the Offeror or Hoivatilat or
their respective officers or directors in a non-U.S. court for violations of
the U.S. securities laws. It may be difficult to compel the Offeror and
Hoivatilat and their respective affiliates to subject themselves to a U.S.
court's judgement.
The Tender Offer is made in the United States pursuant to Section 14 (e) and
Regulation 14E under the Exchange Act as a "Tier II" tender offer, and
otherwise in accordance with the requirements of Finnish law. Accordingly, the
Tender Offer will be subject to disclosure and other procedural requirements,
including with respect to withdrawal rights, the offer timetable, settlement
procedures and timing of payments that are different from those applicable
under U.S. domestic tender offer procedures and law.
To the extent permissible under applicable law or regulations, the Offeror and
its affiliates or brokers (acting as agents for the Offeror or its affiliates,
as applicable) may from time to time, and other than pursuant to the Tender
Offer, directly or indirectly, purchase or arrange to purchase, Shares or any
securities that are convertible into, exchangeable for or exercisable for such
Shares. To the extent information about such purchases or arrangements to
purchase is made public in Finland, such information will be disclosed by means
of a press release or other means reasonably calculated to inform U.S.
-shareholders of Hoivatilat of such information. In addition, the financial
advisors to the Offeror may also engage in ordinary course trading activities
in securities of Hoivatilat, which may include purchases or arrangements to
purchase such securities.
The receipt of cash pursuant to the Tender Offer by a U.S. shareholder may be
taxable transaction for U.S. federal income tax purposes and under applicable
U.S. state and local, as well as foreign and other, tax laws. Each shareholder
is urged to consult its independent professional adviser immediately regarding
the tax consequences of accepting the Tender Offer.
Neither the SEC nor any U.S. state securities commission has approved or
disapproved the Tender Offer, or passed any comment upon the adequacy or
completeness of the Tender Offer Document. Any representation to the contrary
is a criminal offence in the United States.
Attachment:
https://cns.omxgroup.com/cds/DisclosureAttachmentServlet?messageAttachmentId=744517© 2019 GlobeNewswire
